<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 8
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Banyan Strategic Land Fund II
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
06682 R 10
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 5, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is
the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the
following box: /_/
Check the following box if a fee is being paid with this
statement: /_/
Page 1 of 9 pages
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 06682 R 10 Page 2
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,180,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,180,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,180,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 06682 R 10 Page 3
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 286,700 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 286,700 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
286,700 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 06682 R 10 Page 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,180,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,180,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,180,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 06682 R 10 Page 5
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,466,700 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,466,700 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,466,700 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE> <PAGE>
SCHEDULE 13D
CUSIP No. 06682 R 10 Page 6
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,466,700 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,466,700 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,466,700 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
<PAGE>
Amendment No. 8
to
Schedule 13D
This Statement amends the Schedule 13D, dated October 21,
1992, as amended by Amendment Nos. 1 to 7 (the "Schedule 13D"),
filed by Dickstein & Co., L.P., Dickstein International Limited,
Dickstein Partners, L.P., Dickstein Partners Inc. and Mark
Dickstein with respect to the Common Stock, $.01 par value (the
"Common Stock"), of Banyan Strategic Land Fund II (the
"Company"). Notwithstanding this Amendment No. 8, the Schedule
13D speaks as of its respective dates.
I. Item 3, "Source and Amount of Funds or Other
Consideration," is amended by adding the
following paragraph:
"Since August 23, 1994 (the date Amendment No. 7 to
the Schedule 13D was filed), Dickstein & Co. has acquired 15,000
shares of Common Stock in the open market at a total cost of
$21,050 and Dickstein International has acquired 72,700 shares of
Common Stock in the open market at a total cost of $101,930. All
of such cost was funded out of each such entity's working
capital, which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business."
II. Item 4, "Purpose of Transaction," is hereby amended by
adding the following paragraph:
"In connection with the Company's offer to purchase up
to 10,000,000 shares of Common Stock at $1.70 per share,
Dickstein & Co., L.P. and Dickstein International Limited have
informed the Company that, based on current market conditions,
they currently intend to tender all shares of Common Stock owned
by them."
III. Items 5(a) and 5(c), "Interest in Securities of the
Issuer," are amended and restated as follows:
"(a) The Reporting Persons beneficially own an
aggregate of 1,466,700 shares of Common Stock as of the date of
this amendment, representing approximately 7.6% of the shares of
Common Stock as of such date. Dickstein & Co. beneficially owns
1,180,000 of such shares of Common Stock (approximately 6.1% of
the shares outstanding); and Dickstein International beneficially
7
<PAGE>
<PAGE>
owns 286,700 of such shares of Common Stock (approximately 1.5%
of the shares outstanding).1
Arthur Wrubel, a Vice President of Dickstein Partners
Inc., owns 25,000 shares of Common Stock, as to which he has sole
voting and dispositive power. David Brail and Alan Cooper, each
a Vice President of Dickstein Partners, Inc., each owns options
to purchase 5,000 shares of Common Stock at an exercise price of
$1.125 per share, which options are exercisable within 60 days
and expire in July 2004.
(c) On May 5, 1995, Mr. Wrubel purchased in the open
market 10,000 shares of Common Stock at $1.375 per share plus
commissions of $200 and 15,000 shares of Common Stock at $1.50
per share plus commissions of $150. Except as aforesaid, none of
the persons identified in Item 2 has effected any transactions in
the Common Stock during the past 60 days."
1 Percentages based on 19,263,596 shares of Common Stock
reported by the Company to be outstanding as of March 16,
1995.
8
PAGE
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: May 8, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of
Dickstein Partners, L.P., the
general partner of Dickstein &
Co., L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the agent of Dickstein
International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of
Dickstein Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
<PAGE>
<PAGE>
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
9
